compasetion chater,
DESCRIPTION
corporate, governance, management, tecra, ugandaTRANSCRIPT
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CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee (the Committee) is a committee of, and reports to,
the Board of Directors of Tecra Uganda Limited (the Board). Through this Charter,
the Board delegates certain responsibilities to the Committee to assist the Board in
the fulfillment of its duties to the Company and its shareholders.
MEMBERSHIP
The Committee shall consist of two or more directors, all of whom shall meet the
independence standards set forth in Tecra Uganda Limited Corporate Governance
Guidelines, Each Committee member shall be appointed annually, subject to removal
at any time by the Board. Each Committee member shall serve until his or her
Committee service is terminated by the Board.
PROCEDURES
The Committee shall hold at least four regular meetings each year, and such
additional meetings as may be required. Meetings may be called by the Chair of the
Committee, the Chairman of the Board or any two members of the Committee.
Meetings may be held at any time, in any place and in any manner permitted by
applicable law and the Bylaws of The Walt Disney Company. The presence in person
or by telephone of the lesser of two members or a majority of the Committee shall
constitute a quorum. The Committee may also act by unanimous written consent.
Any member of the Board of Directors who is not a member of the Committee may
attend any Committee meeting with the concurrence of the Committee Chair or a
majority of the members of the Committee.
To the extent practicable, the meeting agenda, draft minutes from the prior meeting
and supporting materials shall be provided to members of the Committee prior to
each meeting to allow time for review. The Committee shall have authority to create
and delegate specific tasks to such standing or ad hoc subcommittees as it may
determine to be necessary or appropriate for the discharge of its responsibilities, as
long as the subcommittee contains at least the minimum number of directors
necessary to meet any regulatory requirements. The results of the meetings shall be
reported to the full Board.
PURPOSES
The Committee shall have direct responsibility to:
(i). Review and approve company goals and objectives relevant to the compensation
of the Company's Executive Officers, evaluate the performance of the Chief
Executive Officers in light of those goals and objectives, and, either as a committee
or together with the other independent members of the Board of Directors (as
directed by the Board), determine and approve the compensation level for the
Executive Officers based upon this evaluation; and
(ii). make recommendations to the Board of Directors with respect to non-Chief
Executive Officer compensation, incentive-compensation plans;
RESPONSIBILITIES
To carry out these purposes, the Committee shall have the responsibilities set forth
below.
(a) Overall Policy: The Committee shall conduct a periodic review of the Company's
general executive compensation policies and strategies and report and make
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recommendations to the Board with respect thereto.
(b).Executive Performance: The Committee shall review and approve corporate goals
and objectives relevant to compensation of the Chief Executive Officer, the Chief
Operating Officer and/or the President and any other executive officers, and
periodically evaluate their respective performances in light of such goals and
objectives. The Committee shall have authority, either as a committee or acting
together with the other independent members of the Board of Directors (as directed
by the Board) with respect to all matters relating to compensation of the Chief
Executive Officer, to determine the compensation of the Chief Executive Officer, the
Chief Operating Officer and/or the President based on this evaluation.
Executives: The Committee shall identify, in consultation with the management of
the Company,
Executive Salaries: Subject to the terms of any existing employment contracts, the
Committee shall establish the salaries of the Chief Executive Officer, the Chief
Operating Officer and/or the President and approve the salaries of (a) those persons
who report directly to the Chief Executive Officer, the Chief Operating Officer and/or
the President and (b) any other executive officers.
Bonuses: Subject to the terms of any existing employment contracts, the Committee
shall (a) set performance targets for eligibility for bonuses, in the case of
Executives, and (b) approve bonus awards,
Other Incentives, Benefits and Plans:
The Committee shall conduct a periodic review of the Company's benefit programs,
individually and in the aggregate, for the Chief Executive Officer, the Chief Operating
Officer and/or the President and all other executive officers.
The Committee shall review, approve, amend, and/or make recommendations to the
Board relating to (i) all incentive, performance-based and equity-based plans and (ii)
such other compensation, benefit, programs as may be submitted to the Committee
by the Chief Executive Officer, the Chief Operating Officer and/or the President (all
of the foregoing being referred to collectively as Plans).
Contracts: The Committee shall review and approve employment contracts, or
compensation arrangements, for each of the following:
Corporate officers who are members of the Board, regardless of salary;
All executive officers, and the head(s) (chairman and/or president) of each division
or subsidiary reporting to the Company's Chief Executive Officer, Chief Operating
Officer and/or President, regardless of salary; and
such other employees of the Company and its subsidiaries as the Committee shall
determine from time to time.
Annual Report: The Committee shall prepare an annual report on executive
compensation for inclusion in the Company's annual meeting proxy statement, in
accordance with applicable rules and regulations.
Additional Assignments: The Committee shall perform such other functions as the
Board may from time to time assign to the Committee.
AUTHORITY
The Committee shall be given the resources and assistance necessary to discharge its
responsibilities, including unrestricted access to Company personnel and documents
and funding, as determined by the Committee, for reasonable compensation for any
advisers retained by the Committee.
The Committee shall also have the authority in its sole discretion, to retain or obtain
the advice of a compensation consultant, independent legal counsel or such other
advisers as it deems necessary or appropriate. The Committee shall be directly
responsible for the appointment, compensation and oversight of the work of any
compensation consultant, independent legal counsel or other adviser retained by it.
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In selecting a compensation consultant, legal counsel or other adviser, the Committee
shall consider all factors relevant to that person's independence from management,
but the Committee may, subject to whatever policies it may adopt, exercise its
discretion as to whether a consultant, counsel or adviser needs to be independent.
COMPENSATION COMMITTEE CHARTER
The Committee shall review this Charter periodically for adequacy and recommend to
the Board any necessary changes.
ANNUAL PERFORMANCE REVIEW
The Committee shall conduct an annual evaluation of its performance in carrying out
its responsibilities hereunder
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